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FBK 424B5: Secondary offering

Filed with the SEC on · accession 0001213900-26-102616

FBK filed a 424B5 (prospectus (offering)) with the SEC on Sep 23, 2026. FB Financial Corp is offering $125 million of 6.625% Fixed-to-Floating Rate Subordinated Notes due 2036. The stock moved -1.1% by the first close after the filing.

Summary of the filing

FB Financial Corp is offering $125 million of 6.625% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes will bear fixed interest at 6.625% for the first five years, then float at SOFR plus 205 basis points, and are redeemable at par after October 1, 2031.

For details, click here →How to read a 424B5 →

Key details

Aggregate principal amount of subordinated notes$125.0M
Underwriting discounts and commissions$1.6M
Net proceeds before expenses$123.4M
IssuerFB Financial Corp
UnderwriterKeefe, Bruyette & Woods

How FBK stock reacted

Close before

$53.20

Sep 22, 2026

First close after

-1.05%

$52.64

5 trading days

-2.46%

$51.89

Since filing

+1.82%

$54.17

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Frequently asked questions

What did FBK file with the SEC on Sep 23, 2026?

FBK filed a 424B5 (Secondary offering). FB Financial Corp is offering $125 million of 6.625% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes will bear fixed interest at 6.625% for the first five years, then float at SOFR plus 205 basis points, and are redeemable at par after October 1, 2031.

What does a secondary offering mean for FBK stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B5?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B5 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did FBK stock react to this filing?

FBK closed at $53.20 before the filing and $52.64 on Sep 23, 2026 (-1.05%). Five trading days later: $51.89 (-2.46%).

Other FBK SEC filings

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